Exhibit 10.2
Execution Version
Amended and Restated Share
Encumbrance and Pledge Agreement
Dated October 24,
2008
JSC BTA Securities
(“Securities Agent”)
Transmeridian Exploration Inc.
and Bramex Management, Inc.
(“Shareholders”)
DentonWildeSapte . . .
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96 Baitursynov
St.
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T +7 727 258
1950
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Almaty
050022
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F +7 727 258
1950
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Republic of Kazakhstan
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almaty@dentonwildesapte.com
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www.dentonwildesapte.com
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Amended and Restated Share Encumbrance and
Pledge Agreement
Dated October 24,
2008
Among
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(1)
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JSC BTA
Securities (“Securities Agent”) , a joint stock company incorporated and
existing under the laws of the Republic of Kazakhstan;
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(2)
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Transmeridian Exploration Inc.
(“TME”) , a
company registered under laws of the British Virgin Islands;
and
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(3)
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Bramex
Management, Inc. (“Bramex”) , a company registered under laws of the British
Virgin Islands (Bramex, jointly with TME, shall be referred to as
the “Shareholders” ).
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Recitals
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A
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WHEREAS, the
Shareholders own the Shares in Caspi Neft (each as defined
below);
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B
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WHEREAS, the
Securities Agent and the Shareholders entered into the Share
Encumbrance and Pledge Agreement, dated as of January 3, 2006,
as amended on May 24, 2006 (the “ Original SEPA
”), to secure the Shareholders’ obligations under the
Conditional Share Transfer Agreement, dated as of January 3,
2006, as amended on May 24, 2006;
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C
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WHEREAS,
simultaneously with the execution and delivery of this Agreement,
the Securities Agent and the Shareholders are entering into the
Amended and Restated Conditional Share Transfer Agreement, dated as
of the date hereof (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “ New
CSTA ”), to secure the obligations of the Shareholders
under the Indentures and the Notes and all other obligations of the
Shareholders under the Transaction Documents; and
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D
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WHEREAS, with a
view to securing the performance of obligations of the Shareholders
towards the Securities Agent under the New CSTA, the Shareholders
have agreed to encumber and pledge the Shares to the Securities
Agent.
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It is hereby agreed by the
Parties as follows:
In this Agreement, unless there is a
specific provision to the contrary or where the context otherwise
requires, words defined in the New CSTA shall have the respective
meanings herein. In this Agreement the following terms shall have
the meanings (such meanings to be equally applicable to both the
singular and the plural forms thereof) given to them
herein.
Shares means, as at the date of this Agreement, fifty
thousand (50,000) ordinary registered shares in Caspi Neft
(National Identification Number KZ1C41630019) with a nominal value
of one thousand (1,000) tenge each, representing one hundred
percent (100%) of the issued and paid-up shares in Caspi Neft,
and any other additional Securities acquired by the Shareholders
after the date of this Agreement.
Secured Obligations
means the (i) obligations of
the Shareholders to perform the Share Transfer in favour of the
Securities Agent or as otherwise directed by the Securities Agent
in accordance with the New CSTA, evaluated as US$290,000,000, to be
performed by 31 December 2010, and (ii) any other
obligations of the Shareholders towards the Securities Agent to
properly perform the New CSTA.
Parties means the Securities Agent and the Shareholders,
and a Party means any of them.
Page 1
Share Encumbrance
Transaction means the
encumbrance and pledge arising hereunder.
Caspi Neft
means Caspi Neft TME Joint Stock
Company incorporated and existing under the laws of the Republic of
Kazakhstan, registration number 10139-1904-AO (IU).
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2
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Encumbrance
and Pledge of the Shares
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2.1
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As security for
the Secured Obligations, the Shareholders hereby unconditionally
and irrevocably encumber and pledge the Shares to the Securities
Agent.
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